Eaton Corp plc — Director's Dealing 2015

Feb 10, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Eaton Corp plc (ETN)
CIK: 0001551182
Period of Report: 2015-02-09

Reporting Person: FEARON RICHARD H (See Remarks below.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-09	Ordinary Shares	S	30000	$70.1528	Disposed	259309	Direct
2015-02-09	Ordinary Shares	M	64000	$40.41	Acquired	323309	Direct
2015-02-09	Ordinary Shares	F	1422	$70.64	Disposed	321887	Direct
2015-02-09	Ordinary Shares	S	61513	$70.4134	Disposed	260374	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-09	Stock Option	$40.41	M	64000	Disposed	2017-02-27	Ordinary Shares (64000)	Direct

Footnotes

F1: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $70.15 - $70.32. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.

F2: These shares were delivered to the issuer to pay for the applicable option exercise price and withholding tax.

F3: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $70.30 - $70.60. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.